As filed with the Securities and Exchange Commission on July 24, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALTERA CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware  

101 Innovation Drive

San Jose, California 95134

(408) 544-7000

  77-0016691
(State or other jurisdiction of
incorporation or organization)
 

(Address of principal executive offices)

(Zip Code)

  (IRS Employer
Identification No.)

 

 

2005 Equity Incentive Plan

1987 Employee Stock Purchase Plan

(Full title of the plans) 

 

 

JOHN P. DAANE

President and Chief Executive Officer

Altera Corporation

101 Innovation Drive

San Jose, California 95134

(Name and address of agent for service)

(408) 544-7000

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

KATHERINE E. SCHUELKE, ESQ.

Senior Vice President, General Counsel and Secretary

ALTERA CORPORATION

101 Innovation Drive

San Jose, California 95134

(408) 544-7000

 

DAVID M. LYNN, ESQ.

MORRISON & FOERSTER LLP

2000 Pennsylvania Avenue, NW

Washington, D.C. 20006

(202) 887-1563

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, par value $0.001 per share, issuable pursuant to:

               

2005 Equity Incentive Plan

  3,000,000(1)   $50.07(2)(3)   $150,210,000.00(2)(3)    

1987 Employee Stock Purchase Plan

  1,000,000 (1)   $50.07 (2)(3)   $50,070,000.00 (2)(3)    

Total

  4,000,000       $200,280,000.00   $23,272.54

 

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock that become issuable under Altera Corporation’s (the “Registrant”) 2005 Equity Incentive Plan and 1987 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2) The proposed maximum offering price per share and proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee.
(3) Computed in accordance with Rule 457(h) and Rule 457(c) under the Securities Act. Such computation is based on the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Market on July 20, 2015.

 

 

 


EXPLANATORY NOTE

This Registration Statement is filed by Altera Corporation (the “Registrant”) for the purpose of registering pursuant to General Instruction E to Form S-8 additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”) under the 1987 Employee Stock Purchase Plan (the “ESPP”) and the 2005 Equity Incentive Plan (the “EIP”). On March 31, 2015, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included proposals to, among other things, increase the number of shares available for issuance under the ESPP by 1,000,000 shares of Common Stock, and increase the number of shares available for issuance under the EIP by 3,000,000 shares of Common Stock. The proposals to increase the number of shares available for issuance under both the ESPP and the EIP were approved by the Registrant’s stockholders on May 11, 2015. This Registration Statement registers the 1,000,000 additional shares of Common Stock available for issuance under the ESPP and the 3,000,000 additional shares of Common Stock available for issuance under the EIP.

The 1,000,000 additional shares of Common Stock available for issuance under the ESPP registered pursuant to this Registration Statement are the same class as those previously registered on Form S-8 on July 25, 2014 (File No. 333-197654), May 30, 2013 (File No. 333-188953), July 26, 2012 (File No. 333-182868), December 16, 2010 (File No. 333-171216), October 23, 2009 (File No. 333-162649), August 14, 2008 (File No. 333-153025), March 1, 2007 (File No. 333-141007), June 17, 2005 (File No. 333-125904), May 20, 2004 (File No. 333-115658), May 15, 2003 (File No. 333-105296), May 1, 2002 (File No. 333-87382), May 25, 2001 (File No. 333-61682), July 18, 2000 (File No. 333-41688), June 29, 1999 (File No. 333-81787), September 4, 1998 (File No. 333-62917), July 17, 1995 (File No. 33-61085), January 25, 1993 (File No. 33-57350), October 3, 1990 (File No. 33-37159), and July 5, 1988 (File No. 33-22877). In addition, the 3,000,000 additional shares of Common Stock available for issuance under the EIP registered pursuant to this Registration Statement are the same class as those previously registered on Form S-8 on July 25, 2014 (File No. 333-197654), May 30, 2013 (File No. 333-188953), July 26, 2012 (File No. 333-182868), December 16, 2010 (File No. 333-171216), October 23, 2009 (File No. 333-162649), August 14, 2008 (File No. 333-153025), March 1, 2007 (File No. 333-141007), and June 17, 2005 (File No. 333-125904). The contents of all aforementioned Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by reference, except as modified herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

The following documents, all of which were previously filed by the Registrant (File No. 0-16617) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), are hereby incorporated by reference, except to the extent that such reports/documents are only “furnished” to the Commission:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on February 13, 2015.

(b) All other reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K described in (a) above.

(c) The description of the Registrant’s common stock as set forth in the Registration Statement on Form 8-A filed with the Commission on March 18, 1988, including any amendments or reports filed with the Commission for the purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any


other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

 

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made against expenses in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The Registrant maintains a policy of directors’ and officers’ liability insurance that insures its directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances.

The Registrant’s policy is to enter into indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and officers by Section 145 of the Delaware General Corporation Law and the Registrant’s Certificate of Incorporation and Bylaws, as well as certain additional procedural protections.

The above discussion is not intended to be exhaustive and is qualified in its entirety by applicable Delaware statutes and the Registrant’s Certificate of Incorporation, Bylaws and documents referred to above.

 

Item 7. Exemption from Registration Claimed.

Not applicable.

 

Item 8. Exhibits.

The following exhibits are attached to this Registration Statement:

 

Exhibit
No.

  

Description

  4.1    Specimen copy of certificate for shares of common stock of the Registrant (1)
  5.1    Opinion of Morrison & Foerster LLP
10.1    1987 Employee Stock Purchase Plan, as amended and restated on May 11, 2015 (2)
10.2    2005 Equity Incentive Plan, as amended and restated on May 11, 2015 (3)
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Morrison & Foerster LLP (included in Exhibit 5.1 hereto)
24.1    Power of Attorney (included on signature page hereto)


(1) Incorporated by reference to the identically numbered exhibit filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Commission on March 30, 1998 (Commission File No. 0-16617).
(2) Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 26, 2015, filed with the Commission on July 23, 2015 (Commission File No. 0-16617).
(3) Incorporated by reference to Exhibit 10.20 filed with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 26, 2015, filed with the Commission on July 23, 2015 (Commission File No. 0-16617).

 

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) or the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on July 24, 2015.

 

ALTERA CORPORATION
By:  

/s/ Ronald J. Pasek

 

Ronald J. Pasek

Senior Vice President, Finance and Chief Financial Officer


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. Daane and Ronald J. Pasek, and each or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or either of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

 

Name and Signature

  

Title

 

Date

/s/ John P. Daane

John P. Daane

  

President, Chief Executive Officer, and Director and Chairman of the Board of Directors

(Principal Executive Officer)

  July 24, 2015

/s/ Ronald J. Pasek

Ronald J. Pasek

  

Senior Vice President, Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

  July 24, 2015

/s/ T. Michael Nevens

T. Michael Nevens

   Lead Independent Director   July 24, 2015

/s/ A. Blaine Bowman

A. Blaine Bowman

   Director   July 24, 2015

/s/ Elisha W. Finney

Elisha W. Finney

   Director   July 24, 2015

/s/ Kevin McGarity

Kevin McGarity

   Director   July 24, 2015

/s/ Krish A. Prabhu

Krish A. Prabhu

   Director   July 24, 2015

/s/ Shane V. Robison

Shane V. Robison

   Director   July 24, 2015

/s/ John Shoemaker

John Shoemaker

   Director   July 24, 2015

/s/ Thomas H. Waechter

Thomas H. Waechter

   Director   July 24, 2015


EXHIBIT INDEX

 

Exhibit
No.
   Description
  4.1    Specimen copy of certificate for shares of common stock of the Registrant (1)
  5.1    Opinion of Morrison & Foerster LLP
10.1    1987 Employee Stock Purchase Plan, as amended and restated on May 11, 2015 (2)
10.2    2005 Equity Incentive Plan, as amended and restated on May 11, 2015 (3)
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1    Power of Attorney (included on signature page)

 

(1) Incorporated by reference to the identically numbered exhibit filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Commission on March 30, 1998 (Commission File No. 0-16617).
(2) Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 26, 2015, filed with the Commission on July 23, 2015 (Commission File No. 0-16617).
(3) Incorporated by reference to Exhibit 10.20 filed with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 26, 2015, filed with the Commission on July 23, 2015 (Commission File No. 0-16617).


Exhibit 5.1

[Letterhead of Morrison & Foerster LLP]

July 24, 2015

Altera Corporation

101 Innovation Drive

San Jose, California 95134

RE: 2005 Equity Incentive Plan and 1987 Employee Stock Purchase Plan

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed by Altera Corporation (the “Company”) with the Securities and Exchange Commission on or about July 24, 2015 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 4,000,000 shares of your common stock, $0.001 par value (the “Common Shares”), which will be issuable from time to time under the Company’s 2005 Equity Incentive Plan and 1987 Employee Stock Purchase Plan (collectively, the “Plans”).

As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption or assumption, as applicable, of the Plans and the authorization of the issuance of the Common Shares under the Plans (the “Plan Shares”). We have examined the originals, or photostatic copies, of such records of the Company and certificates of officers of the Company and of public officials, and such other documents as we have deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Plan Shares under the Plans, the Company will receive consideration in an amount not less than the aggregate par value of the Plan Shares covered by each such issuance.

Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plans, will be validly issued, fully paid and nonassessable Common Shares. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, the Delaware Constitution and reported judicial decisions interpreting those laws, each as currently in effect.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Morrison & Foerster LLP



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Altera Corporation of our report dated February 13, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Altera Corporation’s Form 10-K for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California

July 24, 2015

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